What Friends Are For
by Cat In My Fridge
Summary: Lelouch and Shirley are ready to take their relationship to the next level, but being the inexperienced, blushing virgins they both are, Suzaku has to help. Suzaku/Lelouch/Shirley. Long, fluffy, awwwwkward first-time sex.


**00 - What Friends Are For - 00**

_A Code Geass one-shot,_

_which is also known as 'that porn one-shot that never wanted to end.'_

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**Author's Notes: **This is a Suzaku/Lelouch/Shirley fic that I originally wrote over a year and a half ago. I originally did not plan on posting this on my eff eff net, but a few days ago, my friend wabisuke told me she very much wanted to see this posted in a more user-friendly place than the kinkmeme - so I took the opportunity to re-write this. This version is different from the original on the kink meme.

What's different? There's a different ending, an entirely new sex scene, and the sex in this is now safe. XD; I also fixed a lot of grammar and typos, but there might still be some left.

**Warnings**: Length. Nearly 12,000 words of porn, guys. :D Also, both straight and gay content - this has a lot of all three combinations; there's Lelouch/Shirley, Suzaku/Shirley, and Suzaku/Lelouch. But, the actual sex is actually kind of awwkward, awwwkward 'lol what am I doing' vanilla kind of sex; there's nothing more 'hardcore' (like double penetration or something O.o) in it. If you can stomach both het and yaoi, there's nothing in this that should make you sick to your stomach. I hope? XD

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"No, not like this - you kiss your mother that way. Um, no Lelouch, not like _this_, either - it looks like you're eating her face."

If Lelouch had only been suspecting that this has been the worst idea he'd ever had before, this was what provided solid proof for it. He broke the kiss and raised his head, narrowing his eyes at Suzaku, while Shirley only blushed a deeper shade of pink and shifted nervously on Suzaku's lap.

Lelouch rolled his eyes. "Remind me again while you're here in the first place."

Suzaku only smiled, wrapping his arms around Shirley. "Well, it was you who asked me to help you along, after all."

"Yes," Lelouch said tonelessly, "And I'm starting to think it was a really bad idea."

Had it really been only a few days since this whole... _whatever_ this was had started?

Oh yeah, only a few days ago, on that warm day in mid-August when Shirley, with a bright blush on her face and her eyes drawn to the floor, suggested to Lelouch that they should maybe take their relationship to the next level. Obviously very embarrassed, she had only blushed and toed the floor, and while Lelouch's initial reaction had been shock, some distant part of him had been aware that after six months of dating, it had to have to come up eventually.

But even knowing this, Lelouch, being very inexperienced when it came to physical intimacy, had only mumbled something about having to think about it - only to then roam the school hallways without aim or purpose while frantically rolling the idea around in his mind and breaking into sweat. His mental gymnastics had made intimate acquaintance with mental purgatory the same moment his nose had made the same with Suzaku's muscular chest after running into him at full-speed.

With Shirley's request still swirling through his mind, he reluctantly asked Suzaku for advice. After a round of having to listen to his friend enjoying the prospect of being his 'mentor' (Suzaku called himself that with such pride that Lelouch wouldn't have been terribly surprised if he had slapped his fist against his chest like Tarzan in that moment of masculine joy), they somehow ended up agreeing on Suzaku coming over to guide them along a few days later.

Lelouch had no idea how he had allowed himself to get talked into that one, really.

Well, that wasn't entirely true: Suzaku (well, of course, who else?) had suggested the idea with a smile and Lelouch had, of course, shot it down with an offended snort, but eventually -

Eventually, after having talked it over for a little while longer ("What? Six months and all you've never gone past first base?"), Lelouch had, with an air of "well, then if you're the big expert, prove it to me," found himself agreeing. Mostly out of annoyance, really. And maybe a bit of competitiveness.

And once he had agreed to it, even if it may have been out a fit of childishness, he hadn't been able to go back on his word, especially not after Suzaku had said, "Of course, Lelouch - what else are friends good for?" in the kind of good-natured tone that people usually only reserved for when they were ruffling a child's hair.

And so there he was now, sitting on Lelouch's bed with Shirley lounging on his lap and Lelouch standing before her. Some kind of music was playing, Lelouch wasn't even sure what kind – Suzaku had brought the CD over. Soft rock music was trying to wriggle itself through the tight tension brimming in the air (_Coldplay_, maybe?), but was failing rather miserably at making Lelouch hear anything but his own heartbeat.

Shirley shifted uncomfortably. She turned to Suzaku. "Well, perhaps you could... tell us how, then."

When Lelouch first told her of Suzaku's plan, she had blushed that adorable shade of pink that seemed to always stand in her cheeks when talks about sex came up.

Well, technically, they had only talked about it once before, one day three months ago when they had been sitting on the couch and awkwardly cuddled with each other while not knowing where to put their hands - they had both gotten so embarrassed at the mere mention that they had been treading around the topic as if it were a wild river ever since. But that one time had been plenty.

She had admitted to Suzaku helping them along being a good idea soon enough ("a reasonable thing to do," she called it), and then confidence had returning to her previously shocked face, putting on a brave smile. Lelouch wasn't quite sure whether she had only agreed because Lelouch had pretty much put himself into a position where he couldn't very well cancel the invitation anymore (with his manly pride of manly man-pride, at the very least), but – but he had melted at her smile all the same and later, when they had gone on a date and he she had whirled around him in her blue summer dress and laughed, everything had seemed all right.

That was, until Suzaku had burst into Lelouch's room a few minutes ago, waving around a pack of condoms and prompting the hapless couple to kiss each other while pulling Shirley onto his lap. She had yelped a little, but not really resisted, and Lelouch, trusting both of them, had not really minded much.

And that was where there were now.

"Well," Suzaku said in response to Shirley's prompt, raising one hand to scratch the back of his head. "It's like - you nudge the other person's lips open with your tongue, as gently as you can, then insert your tongue and -" He paused. "Well, and then - and then you -"

Lelouch groaned. "Do you even know what you're talking about?"

Instead of looking offended, Suzaku only laughed. "Well, I've been told I was good at it, but..." He shrugged. "I can't really explain how to do it, I suppose."

Shirley tilted her head. "Perhaps you could show us, then?"

"You mean, like, kiss you myself?" He sent a surprised look to Lelouch. "Sure, if you're both fine with it."

Lelouch crossed his arms over his chest, considering it. A kiss was just a kiss, but then again, considering how little he and Shirley had done in the way of anything sexual, it kind of seemed like a big thing. But he was growing morbidly curious about if Suzaku was just all about bravado or if he really did know what he was talking about. Perhaps this was a good way of testing him - if he screwed up now, Lelouch had a legitimate reason to get rid of him sooner than expected. And maybe, just maybe, he considered while shifting his weight from one foot to the other, just maybe he sorted of wanted to see them kiss himself.

"Go ahead," he said, shrugging and trying to look as detached and bored as he usually did. "Show me what you got, Suzaku." He mentally cringed. Wow, that had been _cheesy_.

Suzaku accepted the challenge with a raise of his eyebrows, then smiled and raised his hand to tilt Shirley's head toward him. She was blushing even harder now, looking at Suzaku out of widened eyes as their lips met. She let out a quiet little sound that may have been a sigh as Suzaku started to move his lips against hers, before slipping out his tongue and running it across her lower lip, coaxing her into opening her mouth to allow him entry.

It was... interesting to watch them kiss, Lelouch decided. Shirley seemed to like it quite a bit - she turned her torso toward Suzaku and willingly opened her mouth, letting out a surprised sound as Suzaku's tongue slid against hers. He watched as Shirley sighed and wrapped her arms around Suzaku's neck, turning around on his lap fully to lean into the kiss. Lelouch had to admit, not without balling his hands into fists and feeling a pang of competitiveness, that Suzaku... really seemed to be knowing what he was doing.

After what might have been a few seconds or a minute of watching them kiss, Lelouch decided that he had had enough of his girlfriend making out with his best friend and stepped up to them. "That's enough." His voice was as authoritative as ever, but he almost felt it catch in his mouth when he met Suzaku's eyes.

And of course, Suzaku wouldn't have been Suzaku if he hadn't found some enjoyment in the situation. "What's wrong? I think she liked it."

Pink was dusted over Shirley's cheeks and the bridge of her nose as she hid her mouth behind her fist, looking at the floor.

Lelouch remained calm on the outside - but only just barely. "That's quite enough of your performance, thank you."

Silence settled itself over the scene, with only the music from Lelouch's stereo player filling it. Shirley fidgeted on Suzaku's lap, then slid off of it onto the bed.

Lelouch and Suzaku involved themselves in a silent staring match.

The silence was broken when Suzaku's cocked his head to the side and asked amiably, "Well, then I suppose I get you two started, right?"

Shirley and Lelouch exchanged glances. Lelouch was just about to say something (what, he hadn't quite figured out yet), when Shirley cut him off, "Yeah... yeah, that would be good, maybe."

Oh Christ. Were they seriously going to this? With Suzaku in the room?

Well, neither Suzaku nor Shirley seemed to mind the prospect, and after all, it had been Lelouch himself who had suggested it in the first place, making it difficult for him to blow the thing off now that it had progressed this far. He took a deep breath and waited for Suzaku to say something. When he didn't, Lelouch snapped, "Well, are you going to tutor us through this or not?"

And, oh God, he still didn't look the least bit embarrassed. Stupid Suzaku. "Oh - oh, of course." He nodded to them both, as easily as if he was lounging on the beach, and not about to watch lose his best friends lose their... virginities. Was that the correct plural for 'virginity?' Damn, usually Lelouch knew that kind of stuff –

"Well, it might help if you both got naked first," Suzaku said.

_Naked_? Oh. Yes. Sex usually involved being naked, didn't it?

Lelouch drew his eyes to the floor while he fumbled with the button of his shirt - until he was stopped by Suzaku's hand on his arm. "No," Suzaku laughed and nodded to Shirley. "I meant, take off _each other's_ clothes."

Lelouch blinked. "I knew that."

Suzaku shrugged. "Of course you did." Why was he still so calm and friendly? "I'll show you how." He turned to Shirley, who flinched back at little at being addressed. Suzaku placed his hands on her shoulders, hooking them under the straps of her pink tank top and slowly pulling them down, exposing her shoulders.

Shirley seemed on the verge of telling Suzaku to stop - her eyes were widened, her body tense, and she had raised her hands as if in the middle of deciding whether to push him back.

But Suzaku seemed to know how to deal with girls in situations like these. "Shh," he said. "It's fine." His smile, calm and reassuring, visibly helped to relax Shirley, who, after a few more seconds of staring at him, returned the smile. Suzaku raised his other hand to touch her hair, and then let it trail down to her neck in small caresses. It distracted her enough for him to be able to pull down the straps of her tank top to reveal a lacy bra.

Lelouch felt his cheeks burn. He had never even seen her in her underwear before.

"You can't just rip off a girl's clothing," he heard Suzaku say. "It would scare her. You have to be gentle and affectionate." He threw a glance into Lelouch's direction before leaning into Shirley to press his lips to her neck.

She yelped in surprise at the sensation, but soon relaxed, practically melting into his touch. Suzaku began to place light kisses on the skin of her neck and Shirley's body tensed again, curling around him and burying one of her hands in his hair. Lelouch watched as his soft curls slid through her fingers.

Lelouch could see Suzaku smiling against her neck as his right hand fumbled with the clasp of her bra and his left started to caress one heaving breast through the lace. "Opening a bra takes some practice," Suzaku mumbled against the side of Shirley's neck. "You might want to practice a bit, Lelouch. Taking off a bra is like an art form."

Lelouch only snorted in reply. "Oh yes; art like painting with your feet."

"Slightly more useful than that," Suzaku said calmly. One eye slid over to look at Lelouch. "Unless you plan on not having sex forever."

It was becoming increasingly obvious to Lelouch that Suzaku kind of enjoyed their playful rivalry.

When Suzaku succeeded in unclasping her bra, it sagged at the front, and his hand was dancing over the material, then hooked one finger under it, ready to take it off. Shirley squirmed and leaned into him and -

And Lelouch grabbed Suzaku by the wrist, stopping him. "I think I've learned enough."

Suzaku just nodded. "You remove the rest, then."

Lelouch grit his teeth together and sat down on the bed to Shirley's right, with Suzaku sitting to her left. He looked down at her chest, seeing the curves heave with her breathing and one nipple poking against the material - and blushed.

He angrily shook his bangs into his face to hide his color. Right, he just - he had to take it like another game of chess. Just another competition, only that this time, the rules were simple to follow. How hard could it be to take off a girl's clothes? Right, chess: right hand to Square Boob-1, a tug –

No, that wasn't how it worked, was it?

He stared at the sheets while he pushed her bra down ("not so fast," Suzaku said, but Lelouch ignored him - what did he know anyway? Stupid Suzaku), then, unwilling to wait any longer but also not quite ready to look at Shirley's naked breasts, he just unbuttoned his shirt himself, took it off, and folded it on the bed. When he was done, his upper body now naked, he raised his head to look at the others - only to meet Suzaku and Shirley's eyes, who were both staring at him.

Lelouch frowned. "What?"

Suzaku's tone was amused. "Didn't I say take off each other's clothes? You were supposed to let Shirley do that."

Shirley drew in her shoulders and looked at her lap. "No - it's fine."

Heat shot into Lelouch's cheeks. "W-Well - I - Who made you the Sex God anyway? There is no right or wrong way to do this." Those sex advice columns in Shirley's magazines said so, anyway. "If I want to take off my own clothes, that's -"

"It's all right," Shirley said, still studying her lap.

" - It's - " Lelouch bit his lower lip. "Whatever. I'm naked now. Happy?"

Suzaku looked so amused that Lelouch figured he was just a step away from threading his hands behind his head and leaning back with a grin on his face. "Okay, okay, Lelouch. You win." He reached over to Lelouch and playfully tugged at the belt. "Not quite naked enough yet, though."

Running on pure adrenaline, Lelouch slapped Suzaku's hand away. His voice was annoyingly high when he squeaked, "What do you think you're doing?"

Suzaku laughed, then held up both of his palms in mock-surrender. "Fine, then I won't. It's okay, it's okay!" He dropped his hand and turned to Shirley. "We work on you first, then?"

Shirley blushed and gripped the hem of her skirt a little bit tighter. Lelouch could see that her knuckles were shaking and had to suppress the urge to hold her - not a good idea, considering that her naked breasts were in view, and he was still desperately trying to avoid having to look at them.

Lelouch blinked, sweat pearling on his temples. "What do you mean?"

Suzaku put one arm around Shirley's shoulders and turned to her. His eyes slid from Shirley to Lelouch and back to her. "Well, are you two ready to get to next base?"

Shirley flinched and looked down.

Lelouch raised one eyebrow and asked, "Which is?"

Suzaku met the full weight of his eyes with a tilt of his head. He didn't answer his question, however, and held up two fingers. At first, Lelouch only stared at it, blankly; when, however, Shirley made a surprised noise and drew in her head, covering her mouth with her knuckles, the realization whacked Lelouch over the head with the gentleness of a hammer. "What? Now?"

"Lelouch, relax." Suzaku said it in the kind of voice one may use to teach a pre-schooler the concept of numbers. "Before you put your dick in there, you have to get it... well." He paused. "Prepared."

Lelouch's right eye twitched. "You pervert."

At this moment, Lelouch would have expected Suzaku to get snippy, defensive, or maybe even angry. Instead of any of these things, though, he chose the single most unfair strategy he could have picked; he smiled at him, in that way he always did. It was so charming that Lelouch was half-convinced it was capable of making people drop their weapons in the heat of battle. He also blamed the fact that it didn't look creepy solely on his good looks. "Just trust me, Lelouch." He titled his head a little and something in his green eyes moved. "Haven't we always been friends?"

And that, of course, made Lelouch drop his defense mechanism. "Well... yeah."

Suzaku was quick to spot the opening. "Then listen to me - and you, too, Shirley. Lelouch and I are going to take off your skirt together, then touch you - yes, there." He looked at Lelouch. "Just do what I'm doing and you should be fine."

He should have told Suzaku to go to hell right then and there. He really, really should have. Who needed a goddamn _sex mentor,_ anyway?

He didn't tell Suzaku to go to hell, though.

"Fine."

Suzaku smiledin satisfaction before leaning into Shirley without warning, pressing his lips to her collarbone and gently pushing her down. At first, Shirley seemed surprised, but soon yielded until she was lying on her back, with Suzaku next to her.

It was then that Lelouch could no longer avoid looking at her, and he felt head pulsing into his cheeks at the sight of her. She was naked from the waist up now, her breasts flattening because of gravity and oh... pink nipples. He had never even seen a naked female chest outside of (Rivalz's) pornographic magazines before, and he suddenly found himself grateful he had taken off his own shirt, for he was sure it would have felt pretty hot right now.

Shirley was looking at him, her hair spread out on Lelouch's bedsheets like a fan. She soon closed her eyes (in pleasure?) as Suzaku dragged his teeth down along her collarbone to her breast, placing butterfly kisses along it until he reached one erect nipple and let it disappear between his lips. She let out a quiet moan and grabbed his hair once again, and Lelouch watched as he saw her fingers disappear between the soft curls.

Lelouch sighed, settled down on the bed next to them, and put his right hand on the breast Suzaku wasn't occupied with, flinching a little at the sensation. It was... soft, so very soft - of course, he hadn't expected them to be hard to the touch, exactly, but he hadn't known they would be quite so... sensual and yielding. He cupped her breast with his hand, then closed his eyes, took a deep breath, and leaned down toward it.

She smelled sweet, like peaches, and when he found the hard nipple and began to suck, she felt her other hand find his head and caress along the back of it down to his neck.

Caught up in such an intimate act, he felt something in his chest move when he slitted one of his eyes open to meet Suzaku's eyes. Lips wrapped around Shirley's nipples, hair disheveled from where her hand had messed with it, Suzaku's eyes were glazed over, his cheeks finally getting some color of their own. Lelouch was just about to say something to him when he felt Suzaku's hand grip his wrist. He gasped, Shirley's nipple sliding out of his mouth - only to find himself at a loss of what to say when he felt Suzaku guide his hand down along her stomach (hard from her athletic training, he could feel her muscles tense) and down to the skirt.

Lelouch's heart raced in his chest, and he could feel Shirley's beat in tune. Lelouch's fingers guided by Suzaku's brushed against the waistband of her skirt. The opening of a zipper had never sounded quite so loud before.

Suzaku propped himself up on his elbow while his left hand gripped Lelouch's wrist again and pulled it lower, lower. Somewhere above him, Lelouch could hear Suzaku whispering to Shirley (something about how it was okay, how he'd be gentle, how it was nothing to be ashamed about and fuck, he really knew how to handle girls, didn't he?), but Lelouch didn't really listen because the sound of his blood was suddenly louder than anything else.

His fingers dipped lower, slipped down along her pubic bone and lower still, down the slope to -

Oh God.

Shirley tensed and drew her legs to her body; Lelouch could see the muscles in her abdomen flexing. Suzaku alternated between kissing her and trying to calm her down and Lelouch's face felt the hottest he could remember it ever feeling.

His face wasn't the only thing that felt hot, however.

Wetness dripped down between his fingers and when Lelouch moved his fingers against her. He had no idea what to do, so he just ran his fingers up and down, careful not to apply too much pressure, gathering some of the moistness on his fingers.

Suzaku stopped kissing Shirley. "I can't decide which one of you is blushing more right now."

"Shut up." His voice held no edge, however; he was far too embarrassed. When Suzaku only continued to smile, he added, "Just tell me how to do this already."

"Of course." Suzaku slid down a little along Shirley's body until his cheek came to rest on her belly button. "So the important thing is not to rush things." Lelouch watched as his hand disappeared out of sight between Shirley's legs; his fingers bumped against Lelouch's, which were still poised there without really daring to move. Suzaku's fingers wrapped around his, then guided him lower, to the center of her wetness. Lelouch's finger slipped inside easily and Lelouch let out a quiet hiss at the feeling of her wet walls clamping down around him.

Shirley yelped; Lelouch could feel her muscles closing around him as if in reflex.

"A-Are you okay?" Lelouch asked, voice high in alarm. "I'm not hurting you, am I?"

"I-It's okay." What he could see of her face peeking out between the palms she was pressing against both her cheeks was bright pink.

Suzaku's fingers tightened around Lelouch's and pushed him in deeper. "In and out. In an out. Gently; make sure not to scrape her with your fingernails." Suzaku winked. "If you curl your finger you may find her G-spot, which is hidden in the front wall, but I'm afraid that may be advanced sexologics."

Lelouch frowned. "That's not a word."

Suzaku chuckled quietly against Shirley's stomach; Lelouch could feel it heaving faster and faster with her breathing. "Anyway. Be gentle. And most girls prefer two fingers, so..."

And then there it was: Shirley's first moan. Her thighs tensed and she bucked her hips as Suzaku's fingers entered her alongside Lelouch's, the two fingers pressed together inside the tight space.

"Gentle," Suzaku reminded him.

Lelouch took a deep breath, and together, they began to push their fingers in an out of her in a slow rhythm.

Lelouch's heart was hammering in his chest as he heard more small moans falling from her lips, her hips increasingly moving to meet their fingers. Some of her wetness dripped down along Lelouch's fingers and down along the back of his hand, but he didn't pay it any attention; he was too busy avoiding Suzaku's eyes.

"The key to the female orgasm is actually the clitoris," Suzaku said.

It prompted Lelouch to open his eyes and look at him. He noted with some satisfaction that Suzaku seemed to have lost some of his control as well by now, deep pink now dusted across his cheeks and the bridge of his nose. His lips hung open just slightly, and Lelouch suddenly remembered what him kissing Shirley had looked like, or how that pink tongue rolling over her nipple had looked like, or -

" - with your tongue. Are you listening to me, Lelouch?"

Lelouch blinked. "What?"

Suzaku blinked back. "I said that it was generally better to try to stimulate the clitoris with your tongue, because direct stimulation from the fingers could be painful depending on how sensitive the girl in question is. Therefore..." Suzaku smirked and, without waiting for Lelouch to react, slipped down along Shirley's body, pulling her skirt down over her hips as he did so. He pushed Lelouch's hand aside (his finger slipped out of her with a wet sound) and, without even sparing a glance into Lelouch's direction, buried his head between her thighs.

Shirley's eyes flew open. "Oh. Oh!" Her hands found Suzaku's hair and she began to tug on his curls, but whether it was to tear him off of her or out of ecstasy, Lelouch couldn't quite tell. What he could tell, though, was that she soon practically melted into his mouth.

She started to relax, her eyes closed in what looked like sensual bliss. Suzaku's tongue fluttered over her clit before his lips closed around it and he began to suck on it. Shirley's back arched, a low moan escaping her, and her legs around Suzaku's head flailed, her fingers running through his hair faster, then gripping his ears, pulling him closer, and -

And Lelouch put his hand on Suzaku's shoulder. "Stop it," he hissed authoritatively. "Who allowed you to do that?"

Suzaku heeded his word almost immediately, stopping all movement. He withdrew his face, licking his lips. "Of course." This time, Lelouch could see that he was straining to remain polite. There was an air of rivalry as their eyes fused together. "That was rash of me. Even though Shirley seemed to enjoy it a lot."

Shirley was panting, her legs still shaking.

Lelouch just grit his teeth together. "Stop it."

Suzaku shrugged. "Sure." He smiled, but it looked a bit strained; he then stretched his body to the side, reaching for something on the floor, and looking ridiculously flexible as he did so. While doing so, some of his shirt rode up to reveal a strip of tanned skin. He reemerged with a pack of condoms. "Time for the main act, then?"

What? Now? _Here?_ Oh right. That was what they had agreed on doing, wasn't it?

Before Lelouch could formulate an appropriate response, though, Shirley said, "That... that won't be necessary, actually."

Both boys snapped their heads around to look at her. "Huh?"

Pink crept up her cheeks. "I-I... I kind of... went on the pill in preparation for this, so..." She shifted awkwardly on the bed. "So... yeah. You don't need... if you don't want to."

Lelouch was giving her his _insufficient data, cannot compute_ look. "What?"

Suzaku frowned at her. "Well, it's up to you, but using them is still better. You probably don't have any diseases, and neither does he." He gave him a look that was friendly and just the slightest bit smug. "Since he's a virgin."

"Thanks, Suzaku," Lelouch bit.

"But, you know," Suzaku went on, "Since nothing's fool-proof." He ripped open the pack of condoms and retrieved one, holding it in the air like it was the Holy Grail. "It's better to use these." He looked at Lelouch. "Don't worry, I'll help you put it on."

"I kind of hate you," Lelouch told him. And might have actually meant it in that moment. Almost.

"No, you don't," Suzaku replied easily. Then he put the condom to his mouth, sunk his teeth into it, ripped it open, and spit out the torn-off part.

Lelouch's first thought was that had looked kind of hot. The second was, _ew, litter on his floor._

But he probably wasn't supposed to think of _that_ right now. Focus, Lelouch. Focus. Wasn't like you lost your virginity every day. With your best friend in the room. Goodness gracious.

Suzaku leaned forward to tug at his pants.

Lelouch didn't say anything as Suzaku undid his belt, and remained silent even when his friend unzipped his pants and pulled them down, revealing Lelouch's black briefs. He did, however, release an undignified yelp as he suddenly felt Suzaku's hands dancing along the waistband of said briefs. "S-Suzaku!"

The brunet tilted his head. "What, Lelouch? Is something the matter...?" He could tell that Suzaku knew exactly what the problem was; Lelouch could tell, from the way he looked at him with open amusement on his face, and of course, from the way he, without another word or glance, swiftly pulled down Lelouch's briefs as if to say 'oh yeah?'.

Shirley blushed.

So did Lelouch.

Suzaku only slipped his fingers into the condom wrapper and fished out the... wet, slimy _thing_ that had been in there, and it was probably the sight of that that spurred Lelouch's thoughts and he realized that Suzaku probably _meant to put it on him._

He swatted Suzaku's hand away. "I can put this on myself," he spat defiantly.

Suzaku raised an eyebrow as if to say, "oh, really?"

Lelouch looked away and down. He was probably hard enough for... this (_ohmygodohmygod_), so he snatched the condom out of Suzaku's hand without looking at him, and attempted to roll it over.

This proved to be more difficult than expected: the condom was too tight, for one; he hissed a bit when he tried to roll it over the tip, cutting into the sensitive flesh there. He was just about to throw the condom away and announce they'd do... _it_ without after all when he felt Suzaku's hand. _There_.

Suzaku removed the condom, flipped it over, then rolled it over Lelouch with one easy, obviously practiced motion.

Lelouch was too confused for a moment to freak out about the fact that his best friend had just touched his dick. He was just to make up leeway when he remembered Shirley, and – bit it down. Swallowed.

He realized he was being very selfish. This was supposed to be Shirley – for him and Shirley – and it wouldn't do any of them any good if he freaked out right now. They had come this far, and he'd go through with it.

He'd just kill Suzaku later.

And so, pointedly ignoring Suzaku, Lelouch sighed, shifted his eyes to look at Shirley, then wriggled out of his briefs until they fell to the floor. His eyes never left Shirley's when he crawled over to her.

It was difficult to tell which one of them was blushing harder.

"You're not quite hard enough yet," Suzaku observed. "Shirley, why don't you stroke him a bit?" He said it exactly in the type of voice one would to say, "You still thirsty still. Shirley, could you get him another glass of water?"

_Idiot_.

Shirley nodded obediently, reaching down. Both of them barely looked at each other, and let their glances skip along the sheets and the ceiling respectively.

Shirley's hand was warm when she wrapped it around his cock. Coaxing Lelouch to fullness, Shirley had the back of her hand pressed against her lips as she tried to look at anything other than him. Sweat had started to pearl on her temples. In this situation, most men would probably have thought of kissing the sweat pearls away.

Lelouch only wished he had a towel handy.

Suzaku chose this moment to interrupt. "Mh. You're doing good, Shirley. I think - I think he's... ready now."

Lelouch raised one interested eyebrow at Suzaku. So, it was starting to get to Mr. Sex God too, wasn't it? A faint blush had started to dust itself across his cheeks and the bridge of his nose, and his eyes had lost some of their sharpness.

Oh. Interesting.

Lelouch smirked to himself. "Well, won't you explain to me how to go about this, then?"

Suzaku tilted his head, challenging tone in his voice. "Why - do you want me to go first?"

A beat. "Suzaku, you are _not_ -"

Suzaku held up both of his palms. "Relax, I was only kidding!" He smiled, a teasing note drizzling his voice. "But it's kind of cute to see you go so defensive on her."

Shirley said nothing; she was staring at the sheets and looking quite like she was hoping to be anywhere but here.

Lelouch, for his part, didn't look any more comfortable. "Fine, then." He shuffled a bit closer to Shirley, who opened her legs automatically, allowing him to settle between them.

Inanely, Lelouch thought of how ridiculous all of this had to look to a casual observer: here they were, he and his girlfriend both about to lose their virginity - with his best friend watching and giving helpful tips like a surprisingly mild-mannered football coach during a game.

Somehow he thought that wasn't the sort of thing he was supposed to be envisioning when being literally _inches_ away from losing his virginity.

Ha. Haha.

Suzaku, meanwhile, settled on his knees behind Shirley, holding her torso up a little, his hands on her shoulders. He was giving Lelouch an encouraging look and said, "Well. I'm sure you can figure out for yourself what you're supposed to do now."

Shirley and Lelouch still pointedly ignored each other's eyes as Lelouch shifted above her (not without knocking their knees together, and almost - almost - losing his balance and falling right on top of her). He positioned himself at her entrance, the tip of his cock sliding along the wetness and _oh_, he didn't even know what to think or do anymore. He was _just_ about to cancel the whole thing because he couldn't do this after all (no, because it was such a stupid idea - he shouldn't have to do this with Suzaku in the room, or maybe he shouldn't have to do this, _period, and – selfish, who, him?_), Shirley suddenly dug her heel into his rear and Lelouch, too startled to react, was forced to make a small jump forward, and -

Shirley arched her back, letting out a small cry. Suzaku held her tight, caressing her shoulders and whispering something to her.

And as for Lelouch -

It was _tight_, much tighter than he had anticipated, but also slick enough for him to slide in easily. Lelouch sucked in his breath, accidentally swallowed a mouthful of air - and released some of it with a low moan, thrusting his hips forward.

It was as if a switch had been flipped; Lelouch's body switched to auto-pilot as the age-old instinct of thrusting and thrusting and _thrusting_ to reach that delicious heat took control of him.

Afterward, he would remember it as little more than a blur made up from fragments of different memories: Shirley contorting her face, Suzaku hugging her tightly, her breasts bouncing with each thrust, fatigue dripping through his bones after only a few seconds, the slick heat of Shirley's vaginal walls, the wet noises they were making, the tightness that had been almost suffocating in the beginning loosening over time as they permitted Lelouch better access, her sweet mouth partially open, gasping, and –

Lelouch leaned down to kiss her, and they mashed their lips together messily while Suzaku stroked both of their hair and held them, saying things like, "Does it hurt, Shirley? Relax, let him in; it will hurt less that way. Lelouch, are you -"

_oh_

" - maybe a little slower -"

_ah_

"Shhh, it's okay, Shirl -"

Suzaku's voice faded out completely as an orgasm crashed down upon Lelouch; his tightly-wired insides were shot through with brilliant shards of pleasure, sending arcs of rapture across the back of his eyes. Lelouch tensed, eyes clenched shut, mouth open in a silent moan - and then he shuddered one last time, collapsing on top of Shirley, panting. He slid out of his girlfriend and fell face-first into the sheets, not moving.

He looked up only when he heard Suzaku's voice.

"Congratulations, Lelouch - you're no longer a virgin!" A pause. "You were also pretty fast, though."

Lelouch grumbled in reply, then propped himself up on his elbows and looked at his two friends. Shirley looked flustered and had her legs modestly closed; Lelouch winced a little when he noticed the small blood stain on the sheets, stark against the white.

Suzaku only at looked him with a pleasant expression on his face; there was something else there, too, but Lelouch really was far too beat to want to decipher his friend's expression.

Lelouch met Shirley's eyes. "I - I'm sorry - did it hurt?"

She shrugged a little. "A little. But..." A brave smile. "It's okay, really."

Lelouch felt a wave of affection for the girl and he reached out to let his knuckles run across her cheeks, smiling at her. Then, he let his hand drop and pulled off the condom, knotting it a few times, snatching a few tissues from the box to his bed side table, wrapped it up, and threw it into the wastepaper basket.

Well, that had gone pretty well, hadn't it? He had done his job, and now there was no reason to keep going. They could all go to sleep now, and, hopefully, never ever speak of this again. They could -

Well, he had forgotten about Suzaku once again. "Um, Lelouch." He looked from Shirley to Lelouch and back to Shirley. "She... hasn't come yet."

Lelouch's expression fell. "I'm supposed to make her come, too?"

What? He was far too tired to deal with this now; orgasms were very taxing on the body, and Lelouch had no mind to deal with this right now. He was in the middle of deciding how to express all this without coming across like a giant douche when Suzaku cut through his train of thought.

"I could take care of it if you didn't mind."

Lelouch narrowed his eyes when the meaning sank in. "No."

"But -"

"No. You are not doing this with my girlfriend!"

Their eyes melted together, silent electricity passing between them. Suzaku looked so smug, and so confident, and Lelouch just wanted to -

"Lulu." Shirley put a hand on Lelouch's shoulder. "Lulu, listen – I – I think - this whole situation seems a bit..." She chewed her lower lip. "Unfair to Suzaku."

Lelouch raised his eyebrows. "What?"

"Oh, it's okay," Suzaku said.

Shirley shook her head. "It's a bit unfair that he's just guiding us through this but not getting anything out of it for himself... isn't it, Lulu?"

Was it?

"Hm."

"So I think you should let him."

"Oh no, it's okay, Shirley - really. I don't need to. I just do this because we're friends. I wasn't angling to get anything out for myself."

"Oh, no. I know that, but..." Shirley looked at her lap. "I'm sorry, Lulu. But I kind of..." She stole a shy glance up and inhaled deeply. "...want to."

Lelouch probably could have refused at this point, but he hesitated. Could he really refuse her this wish?

(Even more difficult, could he refuse _Suzaku_?)

"Shirley," Suzaku said, trying to be diplomatic. "How about I use my mouth?"

Shirley blushed. "That was - that felt really nice, but... I want you to have some fun, too, so... so I - kind of. Want. The other thing."

"Oh." Suzaku looked like he was in the middle of deciding whether he wanted to be proud or embarrassed.

And sometimes, Lelouch cursed himself for loving them both the way he did. Or maybe more like, all the time. "Fine."

Lelouch looked away, not even wanting to see Suzaku and Shirley's reaction to this. He crawled up to his pillows, settling on his back.

Lelouch frowned and watched from the corner of his eye as Suzaku, balancing on one arm, simultaneously jumped and pulled down his pants, all in one fluid motion. He had to look away when he saw Suzaku hardened cock straining against his underwear, and decided that that tiny stain on his wall over there really, really irked him.

"Are you sure about this, Shirley?" He heard Suzaku ask, leaning down retrieve another condom. _Rustle, rustle_. He tearing sound when he opened it with his teeth and a _pop_ when he spit out parts of the wrapper. Then he heard the sound of underwear being pushed down.

Lelouch stole a glance out of the corners of his eye. Seeing him naked was somehow almost as embarrassing as seeing _Shirley_ naked. But -

_Hah_, he thought. _Mine's a bit longer. But his is a little thicker. Hmm. _

But hey, longer!

Even though it would probably take him a lot of practice to ever roll over the condom as effortlessly as he did.

"Hm-mh - _oh_!" That had been a surprised yelp; from the corners of his eyes, Lelouch could see Suzaku reclining on the bed with a smile, encouraging Shirley to climb on top of him, guiding her with his hands on her hips. She seemed a bit hesitant to follow the offer, eyes a little wide, body stiff with surprise - but then she yielded, allowing Suzaku to pull her on top of him, his cock just below her, hard and flushed, and -

Sayoko really had to do something about that stain. What a disgrace it was. He would talk to her first thing in the mor -

The wet sound of their kissing and Suzaku whispering to her while running a soothing hand through her hair distracted him. "It may hurt a bit still - just - just try to relax and tell me if it hurts too much, okay?"

Lelouch wanted to say, "_It won't hurt that much because mine's lon__ger_," but he realized that was too childish even for him.

Shirley nodded - a blur of reddish hair bobbing up and down in the corner of Lelouch's vision - and then Suzaku put his hands on her hips and pulled her down and she gave an audible little gasp and shuddered, and Suzaku let out a quiet groan as well as he told her to take it slow, and pulled her hips down a little lower until they touched, and he slipped inside of her, and -

And goddammit. This stain was really distracting him. It really was. Honest.

"Shhh - does it hurt?" - "N-no... it's okay. Hurts less than before." - "Okay. Can I move?" - "Mhm. Do it, S-Su-Su_zaku_!"

That last syllable had been a moan, and - and _screw the stain_, Lelouch wanted to see. His eyes darted over to the two of them, seeing that Suzaku had his hands wrapped around her waist and was helping her move up and down, her thighs sliding along the sides of his hips with every movement. Lelouch let his eyes trail up her thighs to where they were joined, watching him thrust into her with carefully-measured bucks of his hips.

And once Lelouch had started looking, he quickly discovered that he couldn't tear his eyes away from them.

Shirley had her head thrown back, her arms squeezing her breasts together. Her face, pained at first, was rapidly melting. Suzaku had an encouraging expression on his face, and moving Shirley up and down with increasing enthusiasm and speed.

They were both panting now, brilliant droplets of sweat pearling on both of their faces, with Shirley's spine erected and her head thrown back; soon, however, when the speed increased, she leaned down to hug him with a small gasp, holding onto him, _clinging_ to him, and Suzaku just put both of his hands on her hips and began to thrust faster, harder.

Lelouch shivered. From his position, he had a pretty clear look at Suzaku's cock thrusting into her body with every buck of his hips (just sort of – _disappearing_ somewhere below the swell of her butt, then re-emerging, the entire length of him pulling out, and then – then in again and out, and _in and_ –).

It occurred to Lelouch how enormously strange it was that he was watching his best friend fuck his girlfriend on the day of their first time. It might have been a little funny if it hadn't been so _absurd_.

Shirley was moaning, actually _moaning_ now, and her body was shuddering, and she was _enjoying_ herself, and god. _Dammit._

Lelouch no longer wanted to look.

But he did.

"D-do you like this?" Suzaku asked, sweaty brown curls sticking to his forehead; he tried to smile for her, but it was a lot shakier now.

Shirley clung to him tighter; she didn't reply, but Lelouch thought her moans were answer enough.

Lelouch didn't quite know which realization came first: that he was hard again, or that this was a good opportunity to -

Lelouch's inner debate was interrupted by Shirley letting out a high-pitched moan, _shuddering_ against Suzaku, her torso snapping like a pocket knife, and -

"Sh-Shirley?" Lelouch blinked.

She stopped twitching and lay motionless on top of Suzaku, making quiet mewling sounds. Suzaku just held her, completely still. It was over.

"Shirley?" Lelouch asked, worried now.

"Lelouch - don't worry." Suzaku patted her back and held her close. "She just... well, came."

He blinked. "Of course." Reddened just a little. Okay, so maybe Suzaku was a bit better than he was. But only because he was a slut. Right.

Shirley twitched on top of Suzaku. "Lulu..." She finally sat up, giving him a small smile. "It's okay. I'm fine. Don't worry about me."

Lelouch tried to cover up with a snort. "I wasn't worried, I just didn't like it."

Suzaku shrugged, lifted Shirley up a bit until he slid out of her, then reached down to remove the condom. But while the one Lelouch had removed had been filled, his was empty. "Well, it's over now anyway."

Shirley shook her head. "What are you saying - you still haven't..."

Lelouch bit his lower lip. He studied his hands, rolling an idea around in his head. Should he say it? Should he just blurt it out? No, he couldn't - what if Suzaku said no, how mortifying would that be? Surely, he couldn't risk this, and -

And said boy's next words drove his thoughts into a wall.

"Lelouch," he said, eyes sparkling, "Why don't you help out a bit?"

And then, while Lelouch's mouth hung open in shock and his brain spluttered to come up with an appropriate answer, several things happened in quick succession.

1) Suzaku gently pushed Shirley off of himself, crawled over to Lelouch, and hugged him without even giving him the time to think, much less react.

2) Shirley followed Suzaku's lead, giving Lelouch a small, encouraging smile as she settled on her knees next to them.

3) It was one of these rare moments in which Lelouch Lamperouge's brilliant brain just sort of switched off entirely.

That was, until the adrenaline kicked in, he shoved Suzaku away from him, flexed his eyes upon him angrily, ready to - punch him (or _something_), but never got to, because Suzaku had grabbed his wrist far quicker than Lelouch had anticipated and guided it down. Lelouch's fingers first brushed against, and then almost automatically wrapped around his -

_Oh_.

His cheeks burned. Somewhere inside him, a voice screamed at Lelouch to snatch his hand away, take an Ambien, pass out, and pretend that none of this had ever happen ever - but the voice soon garbled and drowned out completely as, determined to tell Suzaku to go to hell, he raised his face to meet his eyes.

Which he really, really shouldn't have.

Lelouch's body visibly sagged. When he felt the dreaded evidence of embarrassment pulsing beneath the skin of his cheeks, he drew his eyes to the sheets, frowning.

"It's okay," Suzaku said in a voice that was the auditory equivalent of a wink. "I'm sure you can figure out how to do _this_, at least."

Lelouch would have said something at this point - if it hadn't felt like he was going to choke on his own heart.

And then, he frowned at the floor, gripped a little tighter - and began to stroke.

He didn't know why he did it, not really. Maybe he enjoyed it when Suzaku moved a little closer, putting his arms around him. Maybe it was the way it tickled some sort of previously hibernating ego when Suzaku seemed to enjoy his slow strokes, and closed his eyes (oh thank God, finally no longer subjecting Lelouch to those glittering stares of olive). It was also entirely possible that Lelouch had simply gone bonkers.

He _def__initely_ liked the power, though – to see Suzaku at his mercy for once, shuddering and moaning, and pupils dilating and eyes losing sharpness, looking very -

Lelouch bit down on his lower lip and increased his speed, wanting him to just finish already – preferably before he himself melted into a puddle of embarrassed goo. Lelouch's cheeks were stinging and he didn't dare look at either of them. He looked up only when he felt Shirley press her lips to his cheek and bury her hand in his hair.

When Shirley kissed him, Lelouch instinctively leaned into the kiss and let her nudge open his lips; his eyes, though, slid sideways to look at Suzaku, at his rose-tinted cheeks, at those eyes glazed over with pleasure, mouth dropped into a soft 'oh' and -

Lelouch broke the kiss and slumped forward, his forehead falling against Suzaku's. With a pang, Lelouch noticed that their lips were close now, brushing over each other, but not quite touching.

He grit his teeth and moved his hand faster as if out of spite, thinking, _come already, come, come (for me). _

Suzaku stiffened against him. Suzaku's muscles tensed, his fingers dug into Lelouch's shoulder, and it suddenly occurred to Lelouch how easy it would be to kiss him.

But he never got to do it.

Lelouch stared into nothingness as Suzaku spilled into his hand with a groan and a shudder, then slumped against him, breathing heavily against his shoulder.

"Wow," Suzaku said after collecting himself for a few more silent beats. "I didn't think you'd actually do this."

A headache was starting to pound away at Lelouch's temples. He pressed his fingertips against the bridge of his nose (the fingertips of the _clean_ hand – the other was held as far away from his body as he could) and he ground out, "Just - just don't ever bring it up again." He grabbed Suzaku by the shoulders and pushed him away, then fixed both Suzaku and Shirley with a glare. "Either of you." Then he got up and headed for the shower, very careful not to look at them (or let his dripping hand brush against anything).

It was as much out of embarrassment as not wanting them to see what kind of expression he was wearing.

* * *

A gentle beam of moonlight streaming in from outside diffused the obliqueness of night, wreathing the silhouettes of Suzaku and Shirley in a milky nimbus. Lelouch heard a soft snore coming from the girl; not a loud passed-out-husband snore, but a soft kitten purr. She lay cradled to his right, her head resting on his arm and her face turned away from him.

Lelouch blinked to the left.

He didn't know if Suzaku was awake or not, really - what he did know, though, was that Suzaku's face was close to his, so close that he could feel his friend's hot breath breaking across his jawbone.

Lelouch had resisted when they had suggested that after they had well... all slept together, they should really, and in the original sense of the word, sleep together.

He really, really had.

But it was becoming more and more apparent that Lelouch had a damn hard time refusing them. "Lulu, can't we all cuddle?" and a gorgeous smile was all it took, and his resolve crumbled, stones of resistance as broken as his pride gathering to his feet. No, he couldn't really refuse them anything - and if Suzaku's mouth hadn't been so close to him, he would probably have been able to deduce that this was not very good at all.

As it was, he only frowned at Suzaku, fighting against the perverse instinct to prod him in the sides and wake him up. What would he say to him? Hiss, "Hey you - I haven't properly thanked you for help, asshole!"?

That's what he thought he would say anyway. When Suzaku did move, did drape his arm all across his chest, and did pull him a little closer, Lelouch found himself unable to do anything that didn't involve staring at the boy out of widened and just slightly panicked eyes. And maybe choking on his own saliva. Just a bit.

"S-Suzaku -"

"Hmmm?" Suzaku stretched out beside him, eyes still closed, hugging him closer.

"I'm not your teddy bear," Lelouch informed him in a hushed voice that came out rather more like a hiss.

"Hm? Oh. Sure." He let go off Lelouch a little, but didn't withdraw completely. It felt warm where Suzaku's head touched his shoulder, where his hand rested against his abdomen, where their legs were intertwined, and - wait, when did that happen?

Lelouch sent a glance to Shirley, whose symphony of kitten purrs thankfully seemed to be conducting on schedule, but when Lelouch snapped his head back to the left, he was rendered speechless at seeing Suzaku's face _so close_ to his.

_Tick-tock_, said the clock on Lelouch's bedside table. _Krrr krrr_, said Shirley.

"Thank you," said Suzaku.

If Shirley hadn't been sleeping next to them, Lelouch would have laughed. "Thank me?"

"Yeah. For letting me be here with you two. Share this with me."

Lelouch tried to look nonchalant. "N-Nevermind that." He looked past the feathers of Suzaku's boyishly windswept hair, flexing his eyes upon the ceiling. His mouth felt dry suddenly, and he rolled his tongue with a distasteful expression on his face. "I asked you to be here. I should be the one thanking you." He rolled his eyes and attempted to shift away from him. "Not that I will."

The smile stuck to Suzaku's voice when he asked, "You _do_ know that I know, right?"

Lelouch paused. Thought. Lay out a million different possibilities on how to interpret these words - only to have every single one of them mercilessly driven into a wall when he felt Suzaku's hot breath on his cheeks, then on his lips, then saw a flash of green that gleamed beneath the moonlight, and then, finally, felt a soft pressure against his lips.

Lelouch opened his mouth to protest - but never got to because Suzaku's tongue, slick and hot, pushed past the barrier of his lips; probing, searching, _caressing_.

Lelouch's eyes widened, and he froze completely.

And while he let Suzaku explore his mouth and bury his hands in his hair and shift on top of him to fuse their chests together, he was busy contemplating what was worse.

That he let Suzaku do this, or that he liked it.

The a knot in Lelouch's stomach tightened into a tangle of threads.

Kissing Suzaku was – different from kissing Shirley; her tongue was small and sweet, Suzaku's was much larger, the surface not as smooth, the knobs rubbing against Lelouch's own tongue – and he tasted different, manlier, or mints and maybe spices.

The way he kissed Lelouch was different, too: harsher, more confident, more –

Overtly sexual.

Lelouch gathered his wits enough to push Suzaku away with a start. "What are you _doing_?" He hissed – then blanched as he remembered Shirley to his side, and darted a glance over to her.

She didn't move and kept snoring her kitten-purr.

Lelouch focused back on Suzaku – who was now completely on top of him, body hot and hard against him.

Then he noticed that Suzaku's hand was on his crotch. Worse, that it was stroking him through the fabric of the briefs he had worn to bed.

Lelouch stared up into Suzaku's eyes hovering right above him. His mouth felt empty, as if he missed the presence of his insistent tongue.

"What are you doing?" Lelouch asked again, quieter this time, a muffled hiss.

"You can't sleep," Suzaku said, ignoring the question. "I'll make you relax so you can fall asleep easier."

Lelouch blinked. "Are you crazy?"

"Well, you jerked me off, too -"

Heat burned under Lelouch's cheeks. "Don't remind me."

"I don't find it inappropriate after all that happened today."

"That's because _you_ are a sl –" He bit back a moan; Suzaku was still rubbing him. "A slut," he finished.

Suzaku shrugged, not looking terribly offended. "Actually, I haven't been with as many different people as you probably think." He slipped his hand into Lelouch's briefs without warning, wrapping it around his cock.

Lelouch bit down on his tongue to stop the _nng_.

"Shirley was actually only the second woman I've ever had sex with," he said, sounding a tad embarrassed. "I just like to please, so – so I guess the fact that I like it makes me a bit good at it."

Some part of Lelouch noticed that he had started to squirm, and he pressed a knuckle against his lips to keep himself from moaning.

Suzaku leaned in then, but instead of kissing Lelouch, he let his mouth hover near his ear.

Lelouch felt Suzaku's hot breath curl in the shell of his ear and shivered.

"I also like going down on people," Suzaku whispered, voice low and husky. "On both women and men."

And that statement really shouldn't have turned him on as much as it did.

And _curse _Suzaku for noticing right away. "You don't seem too adverse to that idea," he said, the teasing edge stark in his voice while he gripped him a bit harder down there. "Judging by how your cock just twitched."

Lelouch's throat constricted. Let out the breath he hadn't realized he'd been holding. "Fine," he said, willing his voice to remain steady and calm, because he couldn't show any weakness now, it had already gotten this far and - and yes, he was _rock hard_ in his best friend's hand right now. _Oh god_. He closed his eyes and said, "Then go down on me."

"Sure," Suzaku breathed against Lelouch's neck, sounding just the tiniest bit self-satisfied. Then he withdrew his body so abruptly that Lelouch felt cold, leaving him floundering in the irrational desire to wrap his arms around himself.

He willed himself to stay still. Shivered a little when Suzaku trailed his hot mouth down along the fabric of Lelouch's black tank top, the sheets rustling around them. Gasped a little (just a little) when Suzaku was _somewhere_ down there, and he felt his briefs being pushed then, and then – _oh_.

Suzaku's breath was on him now, and his insides curled in expectation. He wondered what it would feel like, if it would be very different from the wet, silky heat inside Shirley, if it would –

His eyes widened. His mouth fell open just a bit. And he was really, really glad that the lights were switched off right now.

It felt– wet and _hot, _so hot down there. Felt_ different _from when he had been inside Shirley – a bit looser. But –

He bit down on his knuckle to keep himself from moaning, because oh gods, oh gods – his _tongue_.

The tongue made all the difference, made it no less dizzying, send his mind spinning and his body trembling. So nimble, so hot, so wet, licking down across his length and twirling at the top, stroking while his lips suckled, and – then he didn't even know what exactly Suzaku was doing down there, other than that it was _nng hotwetsogoodyes._

His body tightened so much it was brimming with tension, and he knew his toes were curling. He reached down blindly, brushing against Suzaku's hair, soft and feathery to the touch. He buried his fingers in there, then let one hand trail down, over his ear to his inflated cheeks, and the knuckle of his thumb brushed against his own cock, so slick now with Suzaku's saliva.

Inanely, Lelouch wondered if he was cheating right now, laying sprawled on his back with his cock up his best friend's throat. Then he remembered he'd just witnessed her having sex (with that very same best friend, no less) a mere couple of hours ago, and decided it was fair game. Or as fair as something like this could ever be. He was pretty sure that letting your (very much male) friend suck you off violated some essentials on that 'bro code' Rivalz had once told him about.

Then Suzaku sucked him harder and Lelouch forgot everything he'd thought about and gave in to the pleasure with a low moan that shook around the edges.

He suddenly felt cold air hit him down there, and realized Suzaku had removed his mouth. "Shhh," Suzaku whispered. "Try to be quiet. Shirley's sleeping." A beat. "You're very sensitive."

Lelouch bucked his hips, poking Suzaku in the cheek. "Continue," he ordered, and he was surprised at how wanton, how almost _delirious_ his own voice sounded. He blushed hotly, then reached for a pillow without thinking, pressing it against his mouth so he could... make sounds (_gasp, moan, sigh_) without waking up Shirley, and his his (embarrassingly hot and flushed) face from the world.

Suzaku heeded the command and took him back into his mouth (he was smiling, Lelouch could _feel_ the smile stretch across his lips), and –

Lelouch could feel the orgasm curling in his loins, almost there, readying itself to shoot through his body, almost (_god. damn_.) there, and he knew he was stiffening and hardening down there, too. Now, now. He didn't know if he should say something about it to Suzaku - was it appropriate to say, "hey, I'm about to come in your mouth, buddy?"

But Suzaku seemed to have noticed anyway - he pushed him into his mouth as far as he could go, fastening his lips around the hilt,giving him one last, long, hard suck.

And Lelouch spilled into Suzaku's throat with a long, drawn-out moan into the pillow.

For a moment, he saw stars. He noticed his body was shaking and his toes were curling and uncurling, but he only paid attention to the pleasure, that hot and all-engulfing sensation that centered in his loins, tugged and released with every contraction and then –

He stumbled down the cliff on the other side of the peak, moaned a few more times, and stilled.

Suzaku suckled a few more times, then let Lelouch's cock slide out of his mouth.

Lelouch pushed the pillow aside. For a moment, he just lay there, dazed and sated.

Suzaku was to his side and kissing him before he knew it. Gently this time, tongue soft and probing.

Lelouch just opened his mouth and let him, too tired to fight, too tired even to think.

"Pretty relaxed now, huh?" Suzaku asked in between kisses.

Lelouch thought Suzaku was lucky he was tired enough not to mind the smug tone. "I want to sleep."

He pushed up against Suzaku until he rolled off of him, then curled to his side. To Shirley's side.

She was still sleeping, seemingly oblivious to what had just happened. He shuffled closer to her and wrapped an arm around her, pulling her back closer to his chest. She shifted a little in her sleep, might even have said something (a something that sounded that like, "Whyshootnot... s'llp...") and it was so cute that Lelouch smiled a little, pulling her closer.

He felt Suzaku curl up behind him, spooning him, their legs sliding together.

Lelouch let him.

"You're my best friend," he heard Suzaku say behind him. And felt his breath against the back of his neck.

"Yeah," Lelouch mumbled, tongue heavy with fatigue. "You're mine, too."

* * *

**Author's Notes**: Woot! Congrats for making it this far. XD;

Wow, so this is actually my 50th fic on this site now. Heh, what better way to celebrate a 50th story than by throwing out some endless fluff-sex? No, don't answer that. XD

So, for the people who read the original, how did you like the extended version? (In case you don't remember: the blow job at the end is entirely new; in the original Suzaku just kissed him and then they fell asleep. There was also less cuddling). If this was your first time reading this (omg XD), how did you like it?

Oookay. I better go and write something with a plot or _something _now. XD

(Knowing me, though, it'll be porn again O.o)

-Till next time~!


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